Vesting Agreements Clause Samples
A vesting agreement is a contractual provision that outlines how and when an individual earns full ownership of certain assets, typically equity or stock options, over a specified period. In practice, these agreements often require an employee or founder to remain with a company for a set duration before gaining complete rights to their shares, with ownership accruing gradually according to a predetermined schedule. The core function of a vesting agreement is to incentivize long-term commitment and performance, while protecting the company from the risk of individuals leaving prematurely with significant ownership stakes.
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Vesting Agreements. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”
Vesting Agreements. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.” Upon grant, the grantee of any LTIP Unit shall be treated as a Partner for all purposes. The Partners acknowledge that the liquidation value of each LTIP Unit shall be zero upon grant, the amount equal to the zero Capital Account balance of such LTIP Unit upon grant, for all purposes (including Section 10.05(d)).
Vesting Agreements. C-LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. C-LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested C-LTIP Units”; all other C-LTIP Units shall be treated as “Unvested C-LTIP Units.”
(i) Each C-LTIP Unit that has become a Vested C-LTIP Unit shall be treated in the same manner as a Vested LTIP Unit that has no separate C-LTIP Unit designation with all the rights, privileges and obligations attendant thereto and all references to Vested LTIP Units herein shall refer equally to Vested C-LTIP Units, except as expressly provided otherwise in this Agreement and except that Vested C-LTIP Units shall only be convertible into C-Common Units (and no other Vested LTIP Units may be converted into C-Common Units), as set forth in Section 4.05 of this Agreement. During such time as any C-LTIP Unit has not become a Vested C-LTIP Unit, each such C-LTIP Unit shall be treated in the same manner as an Unvested LTIP Unit, and all references to an Unvested LTIP Unit herein shall refer equally to such C-LTIP Unit.
Vesting Agreements. For avoidance of doubt, the provisions in the Vesting Agreements related to the Executive’s equity interests in Group LP providing for forfeiture of vested equity interests shall continue to apply. Those provisions are copied in Attachment 1 hereto for convenience of reference.
Vesting Agreements. Profits Interest Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Plan, if applicable. Profits Interest Units that were fully vested when issued or that have vested under the terms of a Vesting Agreement are referred to as “Vested Profits Interest Units”; all other Profits Interest Units shall be treated as “Unvested Profits Interest Units.”
Vesting Agreements. LTIP Class A Units or LTIP Class B Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. LTIP Class A Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Class A Units”; all other LTIP Class A Units shall be treated as “Unvested LTIP Class A Units.” LTIP Class B Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Class B Units”; all other LTIP Class B Units shall be treated as “Unvested LTIP Class B Units.”
Vesting Agreements. The Company and the Executive Investors ------------------ shall have entered into a vesting agreement, in form and substance substantially similar to Exhibit 9 attached hereto (the "Vesting Agreements"), with each --------- ------------------ Institutional Investor, and each Vesting Agreement shall be in full force and effect as of the Initial Closing.
Vesting Agreements. Time-Based LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. Time-Based LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested Time-Based LTIP Units”; all other Time-Based LTIP Units shall be treated as “Unvested Time-Based LTIP Units.”
Vesting Agreements. (a) The parties hereto acknowledge and agree that certain of the shares of Common Stock of the Company deposited with the Trustee hereunder by each Shareholder are subject to the Amended and Restated Vesting Agreement dated as of October ___, 1997 of such Shareholder with the Company. The Trustee agrees to comply with Section 2 of the Vesting Agreement of each Shareholder with respect to the repurchase of a Shareholder's Common Stock, as if the Trustee were the Shareholder party to such Vesting Agreement. Anything contained herein to the contrary notwithstanding, if any shares of Common Stock of a Shareholder held by the Trustee hereunder are purchased by the Company pursuant to Section 2 of the Vesting Agreement of such Shareholder, the Trustee shall distribute the proceeds received in respect of such shares to the Shareholder, and the Shareholder shall deliver its voting trust certificate to the Trustee, and the Trustee shall cancel such certificate and issue a new voting trust certificate for the remaining shares of Common Stock held in trust for such Shareholder.
(b) Each of the parties hereto agrees that a Vesting Agreement (or any successor agreement or agreements thereto entered into pursuant to Section 5 of a Vesting Agreement) between the Company and a Shareholder shall only be amended, changed or modified by a written agreement between the Company and such Shareholder; provided, that any amendment to a Vesting Agreement (or any successor agreement or agreements thereto entered into pursuant to Section 5 of a Vesting Agreement) which would amend, change or modify any provision relating to the vesting, sale, transfer, or other disposition of the securities purchased thereunder or subject thereto (including, without limitation, Section 2 or 3 of a Vesting Agreement) shall require:
(i) the written consent of Harr▇ ▇▇▇▇▇▇, ▇▇ his sole discretion except as otherwise provided in the immediately following clause (ii); (ii) in the event of the death, Disability (as defined in the Vesting Agreement of Harr▇ ▇▇▇▇▇▇) ▇▇ mental incapacity of Harr▇ ▇▇▇▇▇▇, ▇▇e written consent of the Shareholders (including, without limitation, the Shareholder whose Vesting Agreement, or successor agreement or agreements thereto entered into pursuant to Section 5 of such Vesting Agreement, is to be amended, changed or modified)."
(b) All references in the Voting Trust to the "Stock Purchase Agreement" of the Initial Stockholder are hereby amended to be references to this Agreem...
Vesting Agreements. PI Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Stock Option Plan, if applicable. PI Units that have vested under the terms of a Vesting Agreement are referred to as "Vested PI Units"; all other PI Units shall be treated as "Unvested Incentive Units."